By-Laws of The Friends of Dicken Woods
Established November 2003
A section 501 (c) (3) nonprofit organization
1. Purpose
The Friends of Dicken Woods (hereafter "organization") was formed to
preserve, protect and improve the natural features of Dicken Woods, the
ten acre parcel southeast of the corner of Pauline Boulevard and South
Maple, 1381 South Maple, Ann Arbor, MI 48103. The organization will
receive and administer funds to accomplish its goals of preservation,
protection and improvement and towards the purchase of the property for
the perpetual preservation of its natural features.
2. Officers
The Friends of Dicken Woods will be governed by a committee called the
Steering Committee which will include the offices of President,
Vice-President (when filled), Treasurer, Secretary and Committee Member.
The Steering Committee will conduct the business of the organization in
accordance to the descriptions of each office.
3. President
The President will be the chairperson of all general and Steering
Committee meetings. The President will be the official spokesperson of
the organization. The President will monitor and supervise the
performance of the organization's other officers. The organization will
require two signatures on checks from its banking account, with the
President being authorized as one of the officers who can provide the
second signature.
4. Vice-President
The organization may have at least one Vice-President. The duties of
the Vice-President(s) include assisting the President in the conduct of
the organization's business and acting in behalf of the President when
such duties are delegated by the President or necessitated by the
President's absence. The organization will require two signatures on
checks from its banking account, with the Vice-President(s) being
authorized officers who can provide the second signature.
5. Treasurer
The Treasurer will maintain the financial records of the organization.
The Treasurer will receive and disburse funds according to the decisions
of the Steering Committee. The Treasurer will report financial activity
to the Steering Committee on a periodic basis and make the records of
the organization available to the Steering Committee upon request. The
Treasurer will account for all expenditures and receipt of funds at
general membership meetings of the organization. The organization will
require two signatures on checks from its banking account, with the
Treasurer's signature being required as one of the two signatures on
every check.
6. Secretary
The Secretary will maintain records of the organizations activities and
correspondence. The Secretary will record minutes for membership and
Steering Committee meetings. The Secretary will assist the officers in
preparation of correspondence from the organization.
7. Steering Committee Members
The Steering Committee will consist of the named officers of the
organization and additional members of the organization who are
appointed by the President of the organization, subject to ratification
by a majority vote of the general membership in attendance at a general
membership meeting.
Steering Committee members, including the named officers, will
conduct the business of the organization. The Steering Committee will
conduct business and make routine decision by majority vote of committee
members in attendance. The business of the Steering Committee will
include the authorization of expenditures for routine and necessary
expenses incurred in furtherance of the organization's purpose.
Steering Committee members may be removed by the President, subject
to ratification by a majority vote of the general membership in
attendance at a general membership meeting.
8. Additional Offices
The Steering Committee may create additional offices as it finds
necessary. Newly created offices will be filled by appointment by the
president with ratification by the Steering Committee.
9. Elections and Term of Office
Officers shall be selected by election from the
membership of the organization. Elected positions will be for a one year
term with the effective dates being determined at the time of the
election. Officers will remain in office until they resign or are
replaced in a subsequent election. Elections will normally be held at
the first meeting in the fall, but can be rescheduled if needed, based
on majority approval of the members of the Steering Committee. The date
of elections should be announced at least 2 weeks before the elections
are held, whenever possible.
All members of the organization will be eligible for elected office. A
member may be nominated for only one office per election. Nomination
for office will be open for a period of at least 2 weeks preceding the
election, when possible. Nominations can be made by email or other
electronic means, by phone, or at the election meeting itself. A
nominated member may have his or her name withdrawn by request of that
member. A member may be nominated only with the permission of that
member.
The election will be held by paper ballot, unless nominees are
unopposed. An election will be decided by a majority vote of the members
in attendance. An election that does not result in a majority vote for
an office, will be decided by run off election between the two
candidates who received the most votes. (amended May 2005)
10. Vacancies
An office which becomes vacant during a term of office should be
filled for the remainder of the officer's term by appointment of the
President, provided the appointment is ratified by a majority of the
Steering Committee.
Should the office of President become vacant during a term of
office, a Vice President (when the office is filled) will take the
office of the President. In the event the organization has more than one
Vice President at the time the office of President becomes vacant, the
Steering Committee will meet and determine which Vice President will
succeed the President. The office of Vice President which is vacated by
succession to the presidency, may be filled by appointment of the new
President, if ratified by the Steering Committee. When the office of
Vice President is empty, the Steering Committee should nominate and vote
on an interim President.
11. Meetings
The organization will have at least one membership meeting each year.
Additionally, the Steering Committee may meet as it deems necessary to
conduct the business of the organization.
A. Membership Meetings
The time date and location of the next membership meeting will be
announced at the conclusion of each meeting, when possible.
Additionally, meetings will be announced by email or telephone and
posted on the organization's web site with as much prior notice as is
practical.
All meetings will be conducted informally. The President will
conduct the meeting according to an agenda generally distributed prior
to the meeting, when possible. Members may participate in the discussion
of agenda matters and every agenda will provide a time for additional
comments by members regarding matters not on the agenda. Should a
dispute arise concerning the manner in which to conduct the business of
the meeting, such disputes will be resolved under Robert's Rules of
Order.
B. Steering Committee Meetings
A meeting of the Steering Committee may be commenced by request of the
President or at the request of any four Steering Committee members.
Notice of Steering Committee meetings will be made by email or telephone
with as much prior notice as is practical. A quorum for conducting
Steering Committee business is five Committee members.
The Steering Committee may also conduct discussions and business by
email where the entire Steering Committee is contacted and has a
reasonable opportunity to express an opinion before a matter is acted
upon or decided. Whenever possible, Steering Committee action by email
should be conducted informally through open discussion and conciliation.
Where a matter must be voted upon, an email vote of the Steering
Committee may be initiated either by request of the President or upon a
motion that has been seconded. The vote will be taken over a period of
three days to allow the fullest participation of the members of the
Steering Committee. For purposes of an email vote, the decision will be
considered final when all members have voted whether or not the voting
period has elapsed, when a majority of the full Committee has voted for
one of the available options whether or not the voting period has
elapsed, or when a quorum has voted and the voting period has elapsed. A
quorum for purposes of an email vote is five Steering Committee
members.
12. By-Law Amendments
The By-Laws may be amended by majority vote of members in attendance at
a regular meeting, provided that notice of the proposed amendment has
been circulated to the members at least one week prior to the meeting,
when possible. Amendments may be proposed by the Steering Committee or
by petition of no less than 20 members.
By-Law amendments must be consistent with the purpose of the
organization or must pertain to concluding the organization's business.
The dissolution of the organization and final disbursement of the
organization's remaining funds will be accomplished in accordance with
the organization's articles of incorporation.
13. Adopted
These By Laws were adopted at the organization's general membership
meeting on August 4, 2003. Last amended on November 12, 2014.
14. Membership
Any individual who shares the goals of the organization may become a
member of the organization by requesting that the organization add them
to the membership list, which also serves as the organization's mailing
list. Every person who appears on the mailing list as of the date of
approval of this amendment will be considered a member.
Membership in the organization is voluntary. A member may resign at
any time. The organization may expel a member by majority vote at a
general membership meeting where notice of the expulsion vote has been
announced by email and on the web site at least ten days prior to the
meeting.
The organization will not require membership dues.